The Ugly Duckling
by MndyMlfoy
Summary: Lily is a somewhat awkward young girl who has finally decided to change for the better. See what drives her to it.
1. Introduction

Ok- this chappie is kind of a meet the characters and a lil about their past with each other. Plus a lil chap at the bottom

**Girls**

**Lily Marie Evans**---Slender, kind of a loner, follows every school rule to a "T", hangs around the library. Glistening red hair to about shoulder length. Her best quality is her eyes, usually hidden by a book or her unruly hair. Deep green-almost emerald-windows to her soul. 

**Melina Josephina Calina (AKA MJ or Mel)**---MJ is your basic latina beauty. Long flowing brown hair, hazel eyes, a nicely shaped body. Plus, she has a great sense of humor, but, knows when to top...most of the time. Even if she is in love with pranks, she is one of the top students, always competing with Lily for that "special" spot in a teacher's heart...and grade book. Hehe

**Amanda Joy MacKenzie  (AKA Mandy or AJ)**---Mandy is your basic strawberry beach blonde(if there is such a thing). transferring from the sunny beaches of Florida in her 2nd year, she attracts ALOT of attention from the guys, but, doesn't seem to want it...right now anyway, especially one of the Marauders--Sirius Black. She isn't a complete bimbo, she's smart. She's the top transfiguration student.

**Jessica Lynn Tueasi (pronounced too-easy)**--Jessie is the Gryffindor whore.(Ha, that rhymes!) She is Lily, MJ, and AJ's 4th roomy. None of them like her. She also serves as Mel's "practice target" for all her pranks. Jess thinks she's she has every guy wrapped around her finger-WRONG. If anything, they have her! She is very pretty, but, between AJ and MJ, and Lily's hidden beauty, she's nothing.

**Guys**

**James Andrew Potter**---James is the playboy of the school. Girls left and right throw themselves onto him! James is defiantly a cutie, he's got gorgeous Hazel eyes that seem to have a permanent hint of mischievous to them. His hair, which he always seems to mess up even more when girls are around always lands perfectly. With his hair, smile, eyes, and butt, he's the perfect package. Haha

**Remus Lupin**--Not your typical playboy, but, defiantly has had is fair share of girlfriends in the past. Sometimes, Rem is a little too smart for his own good, and at times is a little too sarcastic. Remus is a sandy hair fellow with gray eyes, but, not tired gray, but, handsome gray. They have little flecks of blue in his eyes, and always seems to have a mischievous look-just as all the marauders do.

**Sirius Black**--Sirius is almost as bad as James. He can have any girl he wants, through out the school, but, instead, he chooses to chase AJ, the girl who doesn't really want a boyfriend right now. Sirius is tall, with black hair, and brilliant blue eyes that could melt your heart and make you weak in the knees. He is probably one of the more mischievous of the group, and when he gets paired up with James, they will be mayhem in the near future.

**::End of 5th Year::**

"She'll never see it coming!" said a very enthusiastic James Potter huddled up with his 2 best friends-Remus Lupin and Sirius Black

"That's a little harsh...don't you think?" said a very sheepish looking Remus Black

"Oy! Getting a little soft are we ol' Moony?" Sirius Black chimed in

"No, I just--" Remus said in defense "its just......" he trailed off

"Just what?" James said flatly "You fancy her a bit?"

"No" Remus sighed in defeat.

"Alright then, now, you just tell me where to go, Prongs, and I'll go!" Sirius practically yelled

They dispersed among the common room. James to the couch farthest away from the fire place, Sirius in the big squashy arm chair near the west corner, and Remus in the window seat near the "study tables".

James had been working on this plan for months, he timed Lily's every move as classes let out. He knew exactly when she would come out of her room with her huge pile of homework every night. "What a goody good" he muttered under his breath as he saw Lily take out her potions essay that wasn't due for another week.

Remus-who was closest to her-was to be the "signaler". When he saw her take out her books and ink, he was supposed to cough. He purposely "stared out the window" instead of at Lily. He felt bad for her. She'd never done anything to any of them. 

Too bad for ol' Remi that James was watching lily Like a hawk. He coughed. Sirius heard the signal, dodged into the bathroom and cake out as a huge black dog. he bound over to Lily and jumped up onto her things, knocking her papers all over the floor. The dog disappeared around the corner and up the stairs into the boy's dormitory.

"Phase 1...complete" James thought. He walked casually over Lily. 

"Can I help you?" he said in his most polite voice.

"Potter, go away." He heard the petite red head mutter

"He bent down and helped her with the papers.

With the swiftest hand motion, James had replaced her History extra credit with a fake that read "Professor Binns is the biggest wind bag in Hogwarts" and he also stole her potions essay to copy for his own. As they both got up, Lily looking him up and down, as if sizing him up.

"I don't know what you've just done Potter, but, what ever it is, just know I'm a whiz in transfiguration, and I've got good aim, I doubt anyone would miss you as a rare vase!" she strolled away, her papers falling from her arms are she walked carefully up the stairs.

**::Later That Night::**

"Shh, Padfoot, she'll hear you!" whispered James

"What luck! She fell asleep on the couch...again! She fell right into our clutches. Ya know, she kinda looks peaceful when she's asl-- OOF! OW, what was that for?" a very irate Sirius whispered sharply at James

"I swear, you act like a child sometimes. 'She fell right into our clutches.'?" James mocked "You act like you didn't know I've planning this for months! I know that she falls asleep on that couch at least 2 times a week!"

"Well sawww-reee." Sirius said peeking his head out from the invisibility cloak. "Where's Moony anyway Prongsie?"

"Eh, you know how he hates playing tricks on girls, especially ones that aren't spontaneous, but actually planned in advance,......WAY in advance." said James throwing the cloak off to the side as he saw the coast was clear." Stupid git almost killed the plan before it started, what with his day-dreaming out the window." James whispered while throwing his hands in the air.

"Ok, so, remind me, what's the plan again?" Sirius asked as they approached the sleeping figure of Lily Evans.

"Ok, well, here" James said as he shoved a bottle of plum purple paint into Black's hands with a paint brush. "Ok, we're just gonna help Lily with her hair problems, hehe." James laughed as he opened his own bottle of canary yellow paint.

"Err...right" said Sirius a little nervous "Don't you think that is a wee bit drastic? I mean what di-- ok, ok, I'll shut up." said Sirius to a glaring James

**::The next morning::**

**::Also, the last week of 5th year::**

"James Andrew Potter" screamed Lily as she ran up the boys dormitory stairs, tears streaming down her face and her once red hair now an awful mixture of yellow and purple paint.

"You rang ma' lady?" said James as he opened his door and stepped out onto the boys balcony in nothing more than a bath towel.

As the girls of Gryfindor stared in awe of James' incredibly fit body, Lily just glared daggers at him.

"What the hell did you do to my hair you nasty little, good for nothing, prat?" Lily spat.(A/N:Haha, it rhymes, sorry, I kinda killed the moment)

"Do to it? I feel I improved it, it'll certainly get you more attention with, not just guys, but, ladies as well. Aren't they who you prefer anyway? The ladies I mean." He said smiling down at her. Little did James know, that he had just crossed a line, even for him. Suddenly, the once drooling girls, were now looking at him in disgust. James didn't seem to notice, until Lily gave up and fled to her room in tears.

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"How long till it wears off?" said Melina in a tone that defiantly showed she was giving serious consideration to pouncing on James at that very second and tearing him limb from limb.

"Why, my dear Ms.Calina, what ever do you mean?" said James looking charmingly into her eyes

Mel sat down next to James and grabbed his arm, but, at an angle that no one could really see what she was doing "You know what I am talking about, how long till the paint comes out? Lily, Mandy and I have tried everything! Even that bitch Jess helped, when will it come out?!

"Le..let mmme go and I I I'll tell yyyou." said James through gritted teeth trying to show that "no girl scan hurt him"

"Fine." MJ said as she released her python-like grip on Potter's arm

"12 hours" said James tending to his already bruising arm

"When did you put it on her?"

"Around 3 this morning"

"ok, well, its about..."Mel looked up to a clock in the room" 12:30. If its not gone by 3:15, your dead. Lily is my friend, and I think of her as my sister, so, if you'd care to mess with her again, well, you think your arm hurts now? Your whole body will feel 10 times worse." Mel stalked off to her couch where AJ and Jess were sitting.

"Did you take care of it?" Jess asked as she filed her nails

"Yeah, I di--"

"Sirius! My baby!" Jessica jumped from her seat, as if someone had just shocked her in the ass. "We haven't been 'out' in a while" she lifted her eyebrows when she said the word "out" implying she meant they hadn't slept together in a while.

"Yeah, whatever." said Sirius as he watched AJ steadily until she looked up.

"Yes, may I help you, or are you just lost?" Mandy said sharply as she pushed a piece of strawberry-blonde hair out of her face.

His blue eyes met her blue eyes. His were a window to his soul, they showed love and compassion towards her, hers were on fire with anger.

"huh? Oh, yeah, do you think you can tutor me in transfiguration Miss.....um, I'm sorry, I don't think I know your name. I know you sit 2 rows and 3 seats to the left of me." Sirius spilled out in one long breath

"Well, even if your friend over there "she gestured toward James and his fan club of girls ' is rotten, I don't see why the rest of you should be. Sure, why not, what with exams coming up this Tuesday."

"Thank you so much, when can we start?" Sirius said a little too happily, and Mandy took notice, but just brushed it off

"Uh, tonight after dinner?"

"Sure."

"Well, it almost 2, I'm going to go check on Lily. G' bye Sirius." She said as she gathered her books. As she walked towards the stair case, she suddenly placed her books down on the 1st step, bound over to Sirius and said sharply "Don't be late, I take tutoring people very seriously Sirius. (A/N Haha, seriously, Sirius)This is not a game, if your gonna be late, don't show up. By the way, I'm Amanda, you can call my Mandy, or AJ if your prefer." She left again and ascended the stairs to the girls dorm room.

"What's up with you mate?" said Remus a little worried for his friend

"She's beautiful." was all he said as he went up the steep staircase to the boys dorm.

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Ok, so, that's the very long 1st chapter. Sorry if it suck, its my first fic...ever!

Ok, please, please, please Review!


	2. You have got to be kidding me

Disclaimer---I don't own Harry Potter or any of the characters. If I did....Do you think I would put it up on FanFiction.com? Hmmm, ::strokes Chin:: uh, NO Ok, here we go.... (A/N: I am going to shoot for about 5,000 words per chapter, so, beware—Long Chapters lie ahead)  
  
Chapter 2—You've Got to be Kidding Me!  
  
Early Two Days Later (Sunday) "Lily! Wake up you lazy ass!" Yelled Mel into Lily's ear as Mandy tore the covers off of Lily's tiny body. Lily shuddered as the still cold air wrapped itself around her. She muttered a summoning charm, and got her blanket back. "I got an Idea" whispered Mandy slyly to Mel. "Lily! OWLS are today, your gonna be late!" "OH MY GOSH, WHY DIDN'T YOU TELL ME? DON'T JUST STAND THERE, WE GOTTA GET GOING GIRLS!" Lily yelled as she jumped out of bed and hurriedly put her robes on backwards.  
  
Mandy and MJ were laughing so hard they thought their sides were about burst open. "What? What are you two idi-"Lily stopped, realization finally dawning on her. She ran to the calendar- it was a week until the OWLs.. She pivoted on the spot, to face her two friends who now had looks of terror on their face. Lily turned bright red. "Don't you two ever do that to me, you know how important school is to me, and that I have been working extra hard to get an Excellent on OWLs so I can have the career of my dreams— a transfiguration teacher!  
  
They both apologized, and helped Lily with her robes. All three headed down to breakfast. Coincidently, so were the marauders. Lily ran right into James.  
  
"OOF! Watch were your going Evans." James said smoothing out his robes. "Sorry, I couldn't here you, I must have PAINT in my ears!" Lily said dangerously. "Uh, walk you to breakfast Mandy?" Sirius asked politely, offering his arm to her. "Uh, no, thanks, I can do it my self." Mandy said avoiding Sirius's stare. "Hey Mel!" Rem had joined in the conversation "Rem! What's up buddy? Walk me to Breakfast? Please?" Mel said pleadingly "Well, I dunno...so many other girls wanted me to walk them, but, I guess I could make an exception for you." Remus replied taking her arm.  
  
The thing about the marauders and Lily, AJ and MJ is that, AJ, and Lily don't really like the boys, but, MJ is very good friends with them, even James. This is probably because she was saved by them from Malfoy on the train ride home 2nd year.  
  
~~*f L a S h B a C k*~~  
  
Melina was walking out of the bathroom on the train and singing an old song written by some muggle group. It was her favorite, It went something like "Do you believe in magic, of a young girl's heart?" and so on. She wasn't really looking where she was going, she thought she was going back to her compartment, but headed the wrong way. She walked in on Malfoy ,surprisingly with out his little "posse".  
  
"Well, if it isn't the school snogger?" Malfoy snapped coldly. As Mel turned to leave as quickly as possible, Malfoy grabbed her arm and said "C'mon, lets have a kiss." He forced her into a disgusting, horrible kiss. He tried to slip his hand up her skirt, and she screamed, while kicking and waving her arms like a mad women. "I didn't know you liked it rough baby, hehe." Malfoy sneered. This just caused MJ to scream again. She was terrified of what would happen. Would he rape her? Would he let he go? She just didn't know, and that scared her even more. As he forcingly unbuttoned her shirt and was starting to unzip his pants. He said "Well, MJ, hope your ready for me, hehe, god knows I've wanted this for along time." The doors flew open and in stormed in the boys, wands out and ready to attack. "What's all the screaming abou--Oh my god! I knew you were low Malfie-boy, but, C'mon! Forcing a girl to-...its just-...there are rules you know!" said Sirius shocked as ever. Mel ran to the first person she could get to—Remus. He just held her, he didn't know what else to do. I mean, a stranger was crying in his chest—with out a top on. "Your one sick puppy! You don't deserve our time!" Said James turning on his heel, and the others followed.  
  
They led Mel to her compartment, and the other girls thanked them graciously—even Lily (then again, this was before she hated him—more on that later). The girls asked if they would like to sit with them the rest of the way, and they accepted. The ride went smoothly—almost. Lily and James got into a bit of a, hmm, uh, argument we'll say. Again, more on that later.  
  
~~*e N d F l A s H b A c K*~~  
  
At Breakfast  
  
"So, Rem? What are you up to today?" asked Mel as she nibbled at her pancakes—very lady-like I might add. "What do you want?" Remus responded smiling at her, putting his fork down. "What? I can't hang out with you? I can't take an interest in your life?" "Well, your One-not acting like this is your last meal, like you usually do and Two- Your hair Is up, you hate putting your hair up, you only do it because you know I like it, so, what do I have to do?" "Get James to lighten up on Lils." "I've tried, numerous times, its hopeless." "Please, try harder!" "Ok, I'll try." "Pinky promise?" she said holding her pinky finger out. "Fine." Remus said taking her pinky with his.  
  
~*~Meanwhile~*~ "So, uh, Mandy?" Sirius asked "What!?!" Mandy responded irritated she was being followed "Uh...what time should I meet you for tutoring, and where?" he asked hopingly "6:30, in front of the common room fire place." "Okay, thanks again for helping me. You have no idea how much I appreciate this" Sirius said stabbing a rather large pile of pancakes and drowning them in syrup. Mandy look disgusted "You're, uh, welcome, suddenly, I'm not very hungry." She said watching Sirius stuff two pancakes at a time into his mouth. He swallowed hard "Really? Why?" "I don't know, I think I'm gonna go back to the dormitories and catch up on some of my...yeah, bye" she finished. She knew—just as well as he did—she had no homework or anything to "catch up on". "Reminds me of Mel when there is tortillas on the table." Mandy mumbled to her self as she got up.  
  
~*~After Mel is done talking to Remus, she goes to lily~*~ "Lils? You there? Helloooooooooooo?" MJ asked waving a hand in front of Lily's face "Huh? Oh, yeah, I'm here" Lily said with a start "So, its only a week till school is out, what are you doing this summer?" "Uh, probably nothing-as usual." "Oh, c'mon, I know you're gonna do something..." "Well, Mum wrote me and said something about having some company spend the last few weeks with us, but, she didn't tell me who, some new friends Dad met's brother's son and his stupid friend or something like that.." "Why can't they stay with one of their parents?" Mel questioned slightly confused "Something about they are leaving town, and would really appreciate it." "So, let me get this straight, your mum and dad agreed to have some teenagers they, nor you have ever met before just stay with you?" "Yup, here, look at the letter." Said Lily said pointing to a neatly folded piece of paper laying on top of a robin egg blue envelope. It read-  
  
Dear Lily, Hope you studying Is going well. I believe you said something about a very important exam coming up, good luck.  
  
I am writing, however, not to just wish you luck on an exam, otherwise you'd be getting quite a few of these. Anyway, as Summer is approaching quite rapidly, I want to tell you the splendid news that your father and I have just agreed upon.  
  
First of all, we are going to let Petunia's take her trip with Vernon and his family. Also, your father's new friend from the office's (Charles) brother has a son like you. I mean he is a wizard. I believe he goes to your school also, you may even know him. Back to the point darling, David-- Charles' brother—is going out of town with his new wife the last few weeks of the Summer, and Charles and his wife are going to Greece for their anniversary when the children are supposed to come. Honey, what I am getting to is David's son, and his friend will be at our house the last 3 weeks of summer.  
  
Isn't that grand? Perhaps you may even know them.  
  
Well, I must be off. Petty and I are going shopping. Love you,  
  
Kisses- Mum And Dad . Please write back soon, to let us know how you feel, we can call it off  
  
"Wow!" said MJ after she finished the letter. "I know, Now, I have to put up with two guys during my last 3 weeks of school!" "Well, tell em, just write back saying you don't want to." "That's the thing, I know that they want me to have them over so I won't be too 'anti-social' as my Aunt Carol puts it." "Oh well." "Hey, have you done your potions essay yet?" asked Lily as she wanted to change the subject. "Oh, thanks for reminding me...will you put with it? PLEASE?" Mel said pleadingly "Sure, I've got nothing better to do." Lily shrugged gathering her things, but leaving the letter.  
  
~*~James POV~*~ James saw the letter left there. (A/N: "*" this is James voice in his head and "~" is him[sorry Mel, I had too]) ~Oh no, Lily left this, Oh well, I'll give it back to her later *go on, read it ~I may be incredibly mean to her, but, mail is personal *You know you want to ~No, I'm gonna give it back later *C'mon, just a peek ~No, ya know what, just to shut you up, I'm gonna give it back right now. *And how will you explain that you have this letter from her mother addressed to her? ~Simple, I'll tell her I found it *Yeah, cuz she'll totally buy that ~She will, I'll just use my charm on her *Puh-lease, spare me the "Potter Charm" speech ~Hey, it works, what can I say? *Just read a little ~Will it make you hush up? *Yupper-dee-doo ~Will it also make you NEVER say that again? *Okay ~Okay  
  
James opened the letter, and skimmed over it quickly. A huge grin spread across his face. As he walked down the corridor, re-reading the letter, he ran smack into Sirius and Remus who had come to look for him. You guys? You've got to read this. He said handing them the letter.  
  
All Sirius could say was "You've got to be kidding me!" as he cracked a very big malicious grin.  
  
~*~Later that afternoon~*~ "Thank you so much for the help on the essay Lils" Mel said graciously "Eh, you knew most of it, I mean, I think we were the only ones who were actually awake and paying attention during ways to kill monster molds of Bulgaria." "I know, who knew that regular bread mold could grow to 7 feet tall and eat you?" The girls were giggling when suddenly James strutted in. Well, they couldn't actually see him, but, they did see the swarms of girls run over to just get a glimpse of him. "Brainless morons." Mel said "Nope, just brainless." Lily responded coolly "Heh, you said it sister. Oh, sorry, 'sisters'." Said Remus, popping out of no where. "Rem! Haven't seen you in ages!" said Mel jumping up and giving Remus a great big bear hug. "Uh, Mel, by the color of Remus' face, I'd say human life-forms do need air every once in a while." Lily chuckled. "Oh, sorry." Mel said. "Its....okay...really." Remus said in between large gulps of air. "Why is Remus impersonating a fish out of water?" Mandy whispered as she sat down beside Lily. "Oh, that?" Lily said nodding her head in Remus' direction." Mel gave him one of her bear hugs" "Oh, that all?" "Yup, sorry to bust your bubble." "Remus?" "Yes Miss MacKenzie?" Remus responded to Mandy, looking over the rims of his silver-rimed glasses. "Is Sirius really as stupid as he looks?" "Sirius? No, he's brilliant!" "Brilliant?" "Yeah, just 'cause he has anew girl every week, and sleeps in class all the time, he always gets top marks, James too for that matter" Remus stated like it was the most obvious thing in the word, but, with out being rude. "You gotta be kidding me, are you absolutely sure we're talking about the same person?" Mandy said astonished "Yeah.Why?" "He asked me to tutor him tonight in transfiguration, and I agreed." AJ said feeling quite stupid. "I have no idea why he would ask you that, transfiguration is his best, not to mention favorite subject." Remus said, with a slight look of confusion on his face now. They both turned their heads to look at Sirius, he was surrounded by girls. He caught Mandy's eye, and turned, waved and winked. "THAT STUPID PRAT!" Mandy said sternly glaring at Sirius "HE THINKS HE CAN MAKE A FOOL OUT OF ME? I BET ITS SOME STUPID TRICK, WELL, THE TABLES ARE TURNED MY FRIEND, THE TABLES ARE TURNED." She said as she forced a smile and waved back at Sirius.  
  
~*~At dinner~*~ "So, Mandy? 6 right?" Sirius said smiling across the table "6:30" Mandy said stabbing a piece of potato rather roughly. "Oh, so...uh, what are you going to, uh...help me with?" Sirius said as he saw Mandy was very upset about something. "Everything...very quickly, I figure it will only go to about, hmm...." She looked at the ceiling, pretending to think"...8? Sound good?" "8? That's it? That's not even 2 hours!" "Well, I don't want to keep you from your fans too long." "What, the bloody hell, are you going on about?" "Oh, nothing, I just feel you have a good grasp on things, so, We won't be doing that much." "No, I need, you hear me? I need you, I mean I need your help." "Where are you having trouble?" "Uh, in that whole, animigus thing." "You mean, transforming from human into animal?" "Yeah, yeah that." "First of all, I can't teach you that. Second of all, you don't need that, we haven't learned that, and most likely won't, its WAY to hard." Mandy declared "Oh, well, also in-" "So, I guess you won't be needing me...bye." She said as if it where one long word. She quickly got up and walked out of the great hall before Sirius could say anything/ James poked Sirius extremely hard in the ribs and glared at him. "OUCH! What the hell was that for mate?" Sirius said to James, rather annoyed. "'Uh, well, that whole animigus part.'" James mocked. "What the hell, you know that is our secret!" "Sorry Prongs, its just the first thing that popped into my head." Sirius revealed rather ashamed of himself. "Just, please, don't let it "pop" again...ok?" "Sure."  
  
The exams flew by and the last night was wonderful. The last feast in the great hall that year would defiantly be memorable, as, it just happened to land on Professor Boulderblock's 36th birthday. She was a very pretty women. She basically reminded everyone of Jess, just all grown up. Ms. B as we they called her was the school nurse. On average, she had about 8 people(ok, guys)-a week- come into the hospital wing complaining of a headache or some stupid nonsense like that.  
  
Anyhow, Lily was extremely happy to come home. The train ride went smoothly, except for James and Sirius and their games of exploding snap that nearly lit Lily's hair a flame.  
  
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Ok, that's Chapter 2, too short? too long?  
  
Like it? Yes? No? THEN TELL ME! 


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